[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the
transition period from ______________________________ to
______________________________

Commission
File Number 33-55254-41

BIOETHICS, LTD.

(Exact
name of registrant as specified in charter)

NEVADA

87-0485312

(State
or other jurisdiction of incorporation or organization)

(I.R.S.
Employer Identification No.)

1137 N. 120 W., American Fork,
Utah

84003

(Address
of principal executive offices)

(Zip
Code)

(505) 681-4210

(Issuer’s
telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act: None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.

Yes ¨ No
x

Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.

Yes ¨ No
x

Note – Checking the box above
will not relieve any registrant required to file reports pursuant to Section 13
or 15(d) of the Exchange Act from their obligations under those
Sections.

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes x No ¨

Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). The registrant has not yet
been phased into the Interactive Data reporting system.

Yes ¨ No
¨

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (22.405 of this chapter) is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K

x

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.

Large
accelerated filer o

Accelerated
filer o

Non-accelerated
filer o

(Do
not check if a smaller

Smaller
reporting company x

reporting
company)

Indicate
by check mark whether the issuer is a shell company (as defined in rule 12b-2 of
the Exchange Act).

Yes x No
¨

State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of the last
business day of the registrant’s most recently completed second fiscal
quarter.

As
of June 30, 2009, there was no established trading market for the registrant’s
common stock and such common stock had no readily ascertainable fair market
value.

APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a
court.

Yes ¨ No
¨

(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)

Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.

As
of March 25, 2009, there were 11,000,000 shares of the issuer’s common stock
outstanding.

DOCUMENTS
INCORPORATED BY REFERENCE

List
hereunder the following documents if incorporated by reference and the part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any
proxy or information statement; and (3) Any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. The listed documents
should be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).

None.

2

FORWARD-LOOKING
STATEMENTS

This
report contains forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. These statements reflect the Company’s
views with respect to future events based upon information available to it at
this time. These forward-looking statements are subject to certain
uncertainties and other factors that could cause actual results to differ
materially from these statements. These uncertainties and other
factors include, but are not limited to: the ability of the Company to locate a
business opportunity for acquisition or participation by the Company; the terms
of the Company’s acquisition of or participation in a business opportunity; the
operating and financial performance of any business opportunity following its
acquisition or participation by the Company and the risk factors described
herein under the caption “Risk Factors.” The words “anticipates,”
“believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar
expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date the statement was made. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, changes in assumptions,
future events or otherwise.

Part
I

Item
1. Description of Business

General

Bioethics,
Ltd., (the “Registrant” or the “Company”) is a shell company that conducts no
active business operations and is seeking business opportunities for acquisition
or participation by the Company.

History

The
Company was incorporated in 1990 as a Nevada corporation. The Company has not
yet generated any

significant
revenues and is considered a development stage company.

Since its
organization in 1990, the Company has not engaged in active business operations
and its activities have consisted of its search for and evaluation of potential
business opportunities for acquisition or participation by the
Company. During this period, the Company has incurred limited
operating expenses necessary to maintain its status as a corporation in good
standing and has incurred expenses in connection with its search for and
evaluation of potential business opportunities. Due to the lack of
active operations and the Company’s stated purpose of seeking to
acquire a currently unknown business opportunity, the Company may be
classified as a “shell” company subject to all the risks of a new business
together with the substantial risks associated with the search for and
acquisition of business opportunities.

In May
1998, the Company sold 10,000,000 shares of its common stock in a private
offering for an aggregate purchase price of $40,000. The shares sold
represented approximately 91% of the issued and outstanding shares of the
Company’s common stock and the transaction resulted in a change in control of
the Company. In connection with the private offering, the former
officers and directors of the Company resigned from their respective positions
and Mark J. Cowan was appointed as the sole officer and director of the
Company. Mr. Cowan purchased 2,500,000 shares of common stock in the
private offering, which represented approximately 23% of the then issued and
outstanding shares of the Company’s common stock.

In August
2009, Jed Beck was appointed as President, Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer and the sole director of the
Company to fill the vacancies created by the resignation of Mark Cowan, who
resigned from such positions to pursue other interests.

Business
Plan

The
Company intends to continue to seek, investigate and, if warranted, acquire an
interest in a business opportunity. Management has not established any firm
criteria with respect to the type of business with which the Company desires to
become involved and will consider participating in a business enterprise in a
variety of different industries or areas with no limitation as to the
geographical location of the enterprise. The Company’s management
will have unrestricted discretion in reviewing, analyzing, and ultimately
selecting a business enterprise for acquisition or participation by the
Company. It is anticipated that any enterprise ultimately selected
will be selected by management based on its analysis and evaluation of the
business and financial condition of the enterprise, as well as its business
plan, potential for growth, and other factors, none of which can be anticipated
to be controlling. If the Company is able to locate a suitable
business enterprise, the decision to acquire or participate in the enterprise
may be made by the Company’s board of directors without shareholder
approval. Approval may also be obtained pursuant to the consent of a
majority of the Company’s shareholders and, since the principal shareholders of
the Company own approximately 47% of the Company’s outstanding shares, they
would be able to approve any transaction with the affirmative vote of a limited
number of additional shares. Further, it is anticipated that the
acquisition of or participation in an enterprise may involve the issuance by the
Company of a controlling interest in the Company
which would dilute the respective equity interests of the Company’s shareholders
and may also result in a reduction of the Company’s net tangible asset value per
share.

3

The
activities of the Company will continue to be subject to several significant
risks which arise primarily as a result of the fact that the Company has no
specific business and may acquire or participate in a business opportunity based
on the decision of management which will, in all probability, act without the
consent, vote, or approval of the Company’s shareholders. The risks
faced by the Company are further increased as a result of its limited resources
and its inability to provide a prospective business opportunity with a
significant amount of capital. (See “Item 1A. Risk
Factors.”)

Although
management believes that it is in the best interest of the Company to acquire or
participate in a business enterprise, there is no assurance that the Company
will be able to locate a business enterprise which management believes is
suitable for acquisition or participation by the Company or that if an
enterprise is located, it can be acquired on terms acceptable to the
Company. Similarly, there can be no assurance that if any business
opportunity is acquired, it will perform in accordance with management’s
expectations or result in any profit to the Company or appreciation in the
market price for the Company’s shares.

If
business opportunities become available, the selection of an opportunity in
which to participate will be complex and extremely risky and may be made on
management’s analysis of the quality of the other company’s management and
personnel, the anticipated acceptability of new products or marketing concepts,
the merit of technological changes, and numerous other factors which are
difficult, if not impossible to analyze through the application of any objective
criteria. There is no assurance that the Company will be able to
identify and acquire any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.

It is
anticipated that business opportunities may be introduced to the Company from a
variety of sources, including its sole officer and director, and his business
and social contacts, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the franchise
community, and others who may present unsolicited proposals.

The
Company will not restrict its search to any particular business, industry, or
geographical location. The Company may enter into a business or
opportunity involving a “start-up” or new company or an established
business. It is impossible to predict the status of any business in
which the Company may become engaged.

The
period within which the Company may participate in a business opportunity cannot
be predicted and will depend on circumstances beyond the Company’s control,
including the availability of business opportunities, the time required for the
Company to complete its investigation and analysis of prospective business
opportunities, the time required to prepare the appropriate documents and
agreements providing for the Company’s participation, and other
circumstances.

It is
impossible to predict the manner in which the Company may participate in a
business opportunity. Specific business opportunities will be
reviewed and, on the basis of that review, the legal structure or method deemed
by management to be most suitable will be selected. The structure may
include, but is not limited to, mergers, reorganizations, leases, purchase and
sale agreements, licenses, joint ventures, and other contractual
arrangements. The Company may act directly or indirectly through an
interest in a partnership, corporation, or other form of
organization. Implementing the structure may require the merger,
consolidation, or reorganization of the Company with other corporations or forms
of business organization, and there is no assurance that the Company would be
the surviving entity. In addition, the current shareholders of the
Company may not have control of a majority of the voting shares of the Company
following a reorganization transaction. As part of the transaction,
all or a majority of the Company’s directors may resign and new directors may be
appointed without any vote by the shareholders.

4

The
Company will most likely acquire a business opportunity by issuing shares of the
Company’s common stock to the owners of the business
opportunity. Although the terms of the transaction cannot be
pre­dicted, in many instances the business opportunity entity will require
that the transaction by which the Company acquires its participation be
“tax-free” under Sections 351 or 368 of the Internal Revenue Code of 1986 (the
“Code”). It is anticipated that any business opportunity acquisition
will result in substantial additional dilution to the equity of those who were
shareholders of the Company prior to the acquisition.

Notwithstanding
the fact that the Company is technically the acquiring entity in the foregoing
circumstances, generally accepted accounting principles will ordinarily require
that the transaction be accounted for as if the Company had been acquired by the
other entity owning the business venture or opportunity and, therefore, will not
permit a write up in the carrying value of the assets of the other
company.

It is
anticipated that securities issued in a transaction of this type would be issued
in reliance on exemptions from registration under applicable federal and state
securities laws. In some circumstances, however, as a negotiated
element of the transaction, the Company may agree to register such securities
either at the time the transaction is consummated or under certain conditions or
at specified times thereafter. The issuance of a substantial number
of additional securities and their potential sale into any trading market which
may develop in the Company’s Common Stock may have a depressive effect on the
market price for the Company’s common stock.

The
Company will participate in a business opportunity only after the negotiation
and execution of a written agreement. Although the terms of the agreement cannot
be predicted, generally the agreement would require specific representations and
warranties by all of the parties thereto, specify certain events of default,
detail the terms of closing and the conditions which must be satisfied by each
of the parties thereto prior to the closing, set forth remedies on default, and
include miscellaneous other terms.

It is
emphasized that management of the Company has broad discretion in determining
the manner by which the Company will participate in a prospective business
opportunity and may enter into transactions having a potentially adverse impact
on the current shareholders in that their percentage ownership in the Company
may be reduced without any increase in the value of their investment or that the
business opportunity in which the Company acquires an interest may ultimately
prove to be unprofitable. The transaction may be consummated without
being submitted to the shareholders of the Company for their
consideration. In some instances, however, the proposed participation
in a business opportunity may be submitted to the shareholders for their
consideration, either voluntarily by the board of directors to seek the
shareholders’ advice or consent or because of a requirement to do so by state
law.

The
investigation of specific business opportunities and the negotiation, drafting,
and execution of relevant agreements, disclosure documents, and other
instruments may require substantial management time and attention and
substantial costs for accountants, attorneys, and others. If a
decision is made not to participate in a specific business opportunity, the
costs previously incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss to the Company of the related costs
incurred.

The
Company’s operations following its acquisition of an interest in a business
opportunity will be dependent on the nature of the opportunity and interest
acquired. The specific risks of a given business opportunity cannot
be predicted at the present time.

The
Company is not registered and does not propose to register as an “investment
company” under the Investment Company Act of 1940 (the “Investment
Act”). The Company intends to conduct its activities so as to avoid
being classified as an “investment company” under the Investment Act and,
therefore to avoid application of the registration and other provisions of the
Investment Company Act and the related regulations.

Regulation

It is
impossible to predict what government regulation the Company may be subject to
until it has acquired an interest in a business opportunity. The use
of assets and/or conduct of businesses which the Company may acquire could
subject it to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business
opportunity to acquire, manage­ment will endeavor to ascertain, to the
extent of the limited resources of the Company, the effects of government
regulation on the prospective business of the Company. In certain
circum­stances, however, such as the acquisition of an interest in a new or
start-up business activity, it may not be possible to predict with any degree of
accuracy the impact of government regulation.

5

Competition

The
Company encounters substantial competition in its efforts to locate a business
opportunity. The primary competition for desirable investments comes
from investment bankers, business development companies, venture capital
partner­ships and corporations, venture capital affiliates of large
industrial and financial companies, small business investment companies, other
shell companies, and wealthy individuals. Most of these entities have
signifi­cantly greater experience, resources, and managerial capabilities
than the Company and are in a better position than the Company to obtain access
to attractive business opportunities.

Facilities

The
Company’s offices are located at the residence of its sole officer and director
at 1137 N. 120 W., American Fork, Utah 84003. Such space is provided to the
Company without charge.

Employees

The
Company has no employees and its business and affairs are handled by its sole
officer and director who provides services to the Company on an as needed basis,
without compensation. Management of the Company may engage
consultants, attorneys, and accountants on an as needed basis, and does not
anticipate a need to engage any full-time employees so long as it is seeking and
evaluating business opportunities.

Item
1A. Risk Factors

Our
financial statements contain a going concern qualification indicating that we do
not have the necessary working capital for our planned activity which raises
doubts about our ability to continue as a going concern.

The
Company’s annual audited financial statements contain a going concern
qualification indicating that the Company has incurred losses since inception,
has no on-going operations and that these factors raise substantial doubt about
the Company’s ability to continue as a going concern. The Company has
not entered into any agreements or arrangements for the provision of additional
debt or equity financing except as described herein and there can be no
assurance that the Company will be able to obtain the additional debt or equity
capital required in order to continue its operations.

The
Company is a “blank check” Company with no specified business plan and
shareholders are unable to determine the future activities of the
Company.

The
business plan of the Company is to use its limited capital to search for,
investigate, and acquire or participate in a business opportunity which has not
yet been selected. A business opportunity will be selected by
management, and management may select an opportunity without approval of the
Company’s shareholders. Accordingly, shareholders are unable to
determine the future activities of the Company and may have no opportunity to
analyze the merits of any opportunity to be acquired by the
Company. In addition, the Company has no employment contracts with
members of management, no assurance can be given that the Company will continue
to be managed by these people in the future, and it is likely that current
management will resign at such time as a business opportunity is
acquired.

The
Company has little or no capital for use in locating, investigating and
acquiring a business opportunity, which will prevent the Company from acquiring
a business opportunity that has capital requirements greater than the Company’s
resources.

As of
December 31, 2009, the Company had a working capital deficit of $5,167 and is
dependent on loans or contributions from stockholders or sales of common stock
to obtain the capital required to continue its operations. However,
even if additional funding is received, it is not anticipated that it will be in
an amount that is adequate to permit the Company to undertake an elaborate or
extensive search for business opportunities. This limited capital
will prevent the Company from participating in any business opportunity which
requires immediate additional capital and may make it difficult or impossible
for the Company to locate a business opportunity.

6

The
Company may issue a substantial number of additional shares in the future which
could significantly dilute the ownership interest of current
shareholders.

It is
likely that the Company would acquire an interest in a business opportunity
through a reverse merger or other business reorganization involving the issuance
by the Company of additional shares of the Company’s Common Stock. It
is also likely that the Company would issue a controlling interest to the
shareholders of the acquired company in which event the ownership interest of
current shareholders would be substantially diluted. The board of
directors, acting without shareholder approval, has authority to issue all or
any part of the authorized but unissued stock of the Company. Thus,
the board of directors could issue up to 14,000,000 additional shares of Common
Stock without shareholder approval. (See “Item 1. Business: Business
Plan.”­­)

The Company has had no history of
operations and shareholders are unable to effectively evaluate the Company for
investment purposes because it has not begun operations and it has not selected
or established a business model.

The
Company was incorporated under the laws of the state of Nevada in 1990, and has
had no operations or significant revenues from operations. The
Company faces all of the risks inherent in any new business, together with those
risks specifically inherent in the search for and acquisition of business
opportunities.

There
is a limited market for the Company’s common stock and there can be no assurance
that even the limited market will continue in the future.

There is
no established or active market for the Company’s common
stock. The Company’s common stock is quoted on only a sporadic basis
on the OTC Bulletin Board and no assurance can be given that the Company’s
common stock will continue to be quoted on the OTC Bulletin Board, the Pink
Sheets or any other trading medium. (See “Item 5. Market for Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.”)

The
three principal shareholders of the Company own approximately 47% of the
Company’s common stock and may effectively be able to determine the policies and
practices of the Company.

The three
principal shareholders of the Company own approximately 47% of the Company’s
issued and outstanding shares of common stock. As a result, they may
effectively be able to control the management and policies of the
Company.

Our
stock is subject to special sales practice requirements that could have an
adverse impact on any trading market that may develop for our
stock.

Our stock
is subject to special sales practice requirements applicable to “penny stocks”
which are imposed on broker-dealers who sell low-priced securities of this
type. These rules may be anticipated to affect the ability of
broker-dealers to sell our stock, which may in turn be anticipated to have an
adverse impact on the market price for our stock if and when a trading market
should develop. (See “Item 5: Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity
Securities.”)

Item
2. Properties.

The
Company’s offices are located at the residence of its sole officer and director
at 1137 N. 120 W., American Fork, Utah 84003. Such space is provided to the
Company without charge. The Company does not own or lease any other
properties.

Item
3. Legal Proceedings.

The
Company is not a party to any material legal proceedings and, to the best of its
knowledge, no such legal proceedings have been threatened against
it.

The
Company’s common stock is included on the OTC Bulletin Board under the symbol
“BOTH.” However, there is currently no established or active trading
market for the Company’s stock, and there can be no assurance that an
established or active market for the Company’s stock will develop in the
future.

The
following table sets forth the high and low bid quotations for the Company’s
common stock on the OTC Bulletin Board for each calendar quarter of 2009 and
2008, as provided by the OTC Bulletin Board.

High Bid

Low Bid

2009

First
Quarter

$
0.31

$
0.0

Second
Quarter

0.10

0.0

Third
Quarter

0.10

0.0

Fourth
Quarter

0.11

0.0

2008

First
Quarter

$
0.55

$
0.51

Second
Quarter

0.55

0.55

Third
Quarter

0.55

0.55

Fourth
Quarter

0.55

0.31

The
foregoing quotations represent inter-dealer prices without retail mark-up,
mark-down, or commission, and may not represent actual
transactions.

On March
24, 2010, there were no published bid or asked quotations for the Company’s
common stock on the OTC Bulletin Board.

At March
25, 2010, there were approximately 384 holders of record of the Company’s common
stock, as reported by the Company’s transfer agent. In computing the
number of holders of record, each broker-dealer and clearing corporation holding
shares on behalf of its customers is counted as a single
shareholder.

No
dividends have ever been paid on the Company’s securities, and the Company has
no current plans to pay dividends in the foreseeable future.

Special
Sales Practice Requirements with Regard to “Penny Stocks”

To
protect investors from patterns of fraud and abuse that have occurred in the
market for low priced securities commonly referred to as “penny stocks,” the SEC
has adopted regulations that generally define a “penny stock” to be any equity
security having a market price (as defined) less than $5.00 per share, or an
exercise price of less than $5.00 per share, subject to certain
exceptions. Since the price of our stock is well below $5.00 per
share, our stock is subject to the “penny stock” regulations. As a
result, broker-dealers selling our common stock are subject to additional sales
practices when they sell our stock to persons other than established clients and
“accredited investors.” For transactions covered by these rules,
before the transaction is executed, the broker-dealer must make a special
customer suitability determination, receive the purchaser’s written consent to
the transaction and deliver a risk disclosure document relating to the penny
stock market. The broker-dealer must also disclose the commission
payable to both the broker-dealer and the registered representative taking the
order, current quotations for the securities and, if applicable, the
fact that the broker-dealer is the sole market maker and the broker-dealer’s
presumed control over the market. Monthly statements must be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. Such “penny stock”
rules may restrict trading in our common stock and may deter broker-dealers from
effecting transactions in our common stock.

8

Equity
Compensation Plans

The
Company does not have in effect any compensation plans under which equity
securities of the Company are authorized for issuance and the Company does not
have any outstanding stock options.

We did
not sell any unregistered securities during our 2009 fiscal year.

Issuer
Purchases of Equity Securities

We have
not adopted a stock repurchase plan and we did not purchase any shares of our
equity securities during the 2009 fiscal year.

Item
6. Selected Financial Data

Because
the Company is a Smaller Reporting Company, it is not required to respond to
this Item.

Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations

You
should read the following discussion in conjunction with our financial
statements, which are included elsewhere in this report. The
following information contains forward-looking statements. (See “Forward Looking
Statements” and “Risk Factors.”)

The
Company did not conduct any operations during its fiscal years ended December
31, 2009 or 2009, respectively, and has no assets other than cash. At
December 31, 2009, the Company had cash in the amount of $3,257 as compared to
cash at December 31, 2008 in the amount of $1,818. The increase in
cash from 2008 to 2009 is the result of contributions to capital from a
stockholder during the 2009 fiscal year in the aggregate amount of $17,776 that
were used in part to pay expenses. At December 31, 2009, the Company
had liabilities in the form of accounts payable in the amount of $8,424, as
compared to liabilities in the form of accounts payable in the amount of $2,820
at December 31, 2008. As a result, the Company had a working capital
deficit of $5,167 at December 31, 2009 as compared to a working capital deficit
of $1,002 at December 31, 2008.

The
Company did not generate revenues during its 2009 or 2009 fiscal
years. The Company incurred general and administrative expenses of
$21,941 during the year ended December 31, 2009 and $11,823 during the year
ended December 31, 2008. Such expenses consist primarily of legal and
accounting fees as well as taxes and annual fees required to maintain the
Company’s corporate status.

Net cash
used by operating activities was $16,337 for the 2009 fiscal year resulting
primarily from the net loss of $21,941 partially offset by a $5,604 increase in
accounts payable. Net cash used by operating activities was $10,709
during the 2008 fiscal year resulting primarily from the net loss of $11,823
partially offset by a $1,114 increase in accounts payable.

No cash
was provided or used by investing activities during the 2009 or 2008 fiscal
years.

Net cash
provided by financing activities was $17,776 for year ended December 31, 2009 as
a result of a stockholder’s contribution to capital. Net cash
provided by financing activities was $0 during the year ended
December 31, 2008.

9

Since the
Company does not generate any revenues from operations, it is dependent on sales
of securities, loans or contributions from its shareholders in order to pay its
operating costs. During the year ended December 31, 2009, a
shareholder of the Company contributed $17,776 to the
Company. However, as of December 31, 2009, such amounts had been
spent, the Company’s current liabilities exceeded its current assets by $5,167
and the Company required additional contributions to capital, loans or proceeds
from sales of its common stock in order to continue its
operations. During January 2010, the Company borrowed $25,000 from a
stockholder pursuant to a demand note bearing interest at the rate of 6% per
annum. It is anticipated that the proceeds from such loan will be
sufficient to pay the Company’s costs of operation for at least the next six
months unless the holder of the note demands repayment. In addition,
in the event the Company locates a suitable candidate for potential acquisition,
the Company will also require additional funds to pay the costs of negotiating
and completing the acquisition of such candidate. The Company has not
entered into any agreement or arrangement for the provision of any additional
funding and no assurances can be given that such funding will be available to
the Company on terms acceptable to it or at all.

The
Company cannot presently foresee the cash requirements of any business
opportunity which may ultimately be acquired by the Company. However,
since it is likely that any business it acquires will be involved in active
business operations, the Company anticipates that an acquisition will result in
increased cash requirements as well as increases in the number of employees of
the Company.

Critical
Accounting Policies

Due to
the lack of current operations and limited business activities, the Company does
not have any accounting policies that it believes are critical to facilitate an
investor’s understanding of the Company’s financial and operating
status.

Recent
Accounting Pronouncements

The
Company has not adopted any new accounting policies that would have a material
impact on the Company’s financial condition, changes in financial conditions or
results of operations.

Off-Balance
Sheet Arrangements

The
Company has not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on its financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures, or capital resources that is material to
investors.

Item
7A. Quantitative and Qualitative Disclosure About Market
Risk

Because
the Company is a Smaller Reporting Company, it is not required to respond to
this Item.

Item
8. Financial Statements

The
following financial statements are being filed with this report and are located
immediately following the signature page.

Financial
Statements, December 31, 2009

Report of
Independent Registered Public Accounting Firm

Balance
Sheets, December 31, 2009 and 2008

Statements
of Operations for the years ended December 31, 2009 and 2008 and from inception
on July 26, 1990

through
December 31, 2009

Statement
of Stockholders’ Equity (Deficit) from inception on July 26, 1990 through
December 31, 2009

Statements
of Cash Flows, for the years ended December 31, 2009 and 2008 and from inception
on July 26, 1990

through
December 31, 2009

Notes to
Financial Statements

Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

10

Item
9A(T). Controls and Procedures

Disclosure
Controls and Procedures

Under the
supervision and with the participation of our management, including our Chief
Executive Officer/Chief Financial Officer, we evaluated the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“the
Exchange Act”) as of December 31, 2009, the end of the period covered by this
report. Based upon that evaluation, our Chief Executive Officer/Chief
Financial Officer, who is our sole officer and director, concluded that our
disclosure controls and procedures as of December 31, 2009 were effective such
that the information required to be disclosed by us in reports filed under the
Exchange Act is (i) recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and (ii) accumulated and
communicated to our management, including our Chief Executive Officer/Chief
Financial Officer, as appropriate to allow timely decisions regarding
disclosure. A controls system cannot provide absolute assurance,
however, that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.

Management’s
Report on Internal Control over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Therefore, even those systems determined to
be effective can provide only reasonable assurance of achieving their control
objectives. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Our
management, with the participation of our Chief Executive Officer/Chief
Financial Officer, evaluated the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2009. In making this
evaluation, our management used the COSO framework, an integrated framework for
the evaluation of internal controls issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, our
management, with the participation of our Chief Executive Officer/Chief
Financial Officer concluded that as of December 31, 2009, the Company’s internal
control over financial reporting was effective.

In
conducting its evaluation, our Chief Executive Officer/Chief Financial Officer
identified a weakness in the Company’s internal control, which arises from the
fact that the Company’s principal executive and principal financial officers are
the same person, and that such person is also the sole member of the Company’s
board of directors, which does not allow for segregation of duties or provide
oversight by a board of directors with members other than the sole officer of
the Company. The Chief Executive Officer/Chief Financial Officer
believes the weakness is mitigated by the Company’s status as a shell company
with no significant assets or liabilities, no business operations, a limited
number of transactions each year, and the preparation of quarterly financial
statements by an independent accounting firm. As such, our Chief
Executive Officer/Chief Financial Officer does not believe the weakness has a
material effect on the accuracy and completeness of our financial reporting and
disclosure as included in this report or that the weakness constitutes a
material weakness such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be
prevented or deterred on a timely basis.

This
Annual Report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to
provide only management’s report in this Annual Report.

11

Changes
in Internal Control over Financial Reporting

There was
no change in our internal control over financial reporting during the quarter
ended December 31, 2009 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

Item
9B. Other Information

None.

Part
III

Item
10. Directors, Executive Officers and Corporate
Governance

Directors
and Executive Officers

The
following table indicates the name, age, term of office and position held by
each of our officers and directors. The term of office for each
officer position is for one year or until his or her successor is duly elected
and qualified by the board of directors. The term of office for a
director is for one year or until his or her successor is duly elected and
qualified by the stockholders.

Certain
biographical information with respect to the Company’s sole officer and director
is set forth below.

Jed Beck
is and has since March 2008 been a business development manager at the Salt Lake
City office of Rinchem, Inc., a chemical management solutions company with
headquarters in Albuquerque, New Mexico. From March 2007 through
February 2008, Mr. Beck was a territory account manager for Rinchem, Inc. in
Albuquerque, New Mexico. From May 2004 to March 2006, Mr. Beck was a
student at Brigham Young University. From November 2004 through March
2007, Mr. Beck was also a Superintendent for Furst Construction in Salt Lake
City, Utah. Mr. Beck received his Bachelor of Arts degree in
Communications from Brigham Young University in 2006.

Director
Meetings and Stockholder Meeting Attendance

The Board
of Directors held no formal meetings during 2009, and took action by unanimous
written consents in lieu of meetings. Our policy is to encourage, but
not require, members of the Board of Directors to attend annual stockholder
meetings. We did not have an annual stockholder meeting during the prior
year.

Board
of Directors

Our board
of directors consists of one person; Jed Beck. Our sole director is
not “independent” within the meaning of Rule 4200(a)(15) of the NASDAQ
Marketplace because he is an officer of the Company.

Our board
of directors has not appointed any standing committees, there is no separately
designated audit committee and the entire board of directors acts as our audit
committee. The board of directors does not have an independent
“financial expert” because it does not believe the scope of the Company’s
activities to date has justified the expenses involved in obtaining such a
financial expert. In addition, our securities are not listed on a
national exchange and we are not subject to the special corporate governance
requirements of any such exchange.

The
Company does not have a compensation committee and does not pay any compensation
to its sole officer and director.

12

The
Company does not have a standing nominating committee and the Company’s Board of
Directors performs the functions that would customarily be performed by a
nominating committee. The Board of Directors does not believe a
separate nominating committee is required at this time due to the Company’s lack
of business operations and the limited resources of the Company which do not
permit it to compensate its directors. The Board of Directors has not
established policies with regard to the consideration of director candidates
recommended by security holders or the minimum qualifications of such
candidates.

Section
16(a) Beneficial Ownership Reporting Compliance

The
Company does not have a class of equity securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934. As a result, no
reports are required to be filed pursuant to Section 16(a) of the Exchange Act
by the Company’s directors and executive officers, and persons who own more than
10% of a registered class of the Company’s equity securities.

Code
of Ethics

The
Company has not adopted a Code of Ethics that applies to its executive officers,
including its principal executive, financial and accounting
officers. The Company does not believe the adoption of a code of
ethics at this time would provide any meaningful additional protection to the
Company because the Company has no employees, has only one officer, who is also
the sole director, and the Company does not conduct any active business
operations.

Item
11. Executive Compensation

During
the 2009 fiscal year Mark J. Cowan resigned from his positions as the sole
officer and director of the Company and Jed Beck was appointed to such
positions. Mr. Cowan did not receive any compensation, and Mr. Beck
does not currently receive any compensation, from the Company. The
Company has not paid any compensation to any officer during the past three years
nor has the Company granted any stock options or restricted stock to its
officers during the past three years.

The
Company has no retirement, pension, profit sharing, or insurance or medical
reimbursement plans covering its officers or directors, and is not contemplating
implementing any of these plans at this time.

The
Company’s directors do not receive any compensation for serving as directors of
the Company and no compensation was paid to the Company’s directors during the
2009 or 2008 fiscal years.

The
following table sets forth as of March 25, 2010, the number of shares of the
Company’s common stock, par value $0.001, owned of record or beneficially by
each person known to be the beneficial owner of 5% or more of the issued and
outstanding shares of the Company’s common stock, and by each of the Company’s
officers and directors, and by all officers and directors as a
group. On such date there were 11,000,000 shares of the Company’s
common stock issued and outstanding.

Title
of Class

Beneficial
Owner (1)

Amount

Percentage
Ownership

Principal
Stockholders

Common
Stock

Mark
J. Cowan
(2)

2,500,000

23.0%

Common
Stock

Angela
Torp(3)

600,000

5.5%

Common
Stock

Windsor
Development(4)

2,000,000

18.2%

Officers
and Directors

Common
Stock

Jed
Beck

0

-

Common
Stock

All
Executive Officers

And
Directors as a Group

(One
Person)

0

-

(1) Unless
otherwise indicated, all shares are held beneficially and of record by the
person indicated.

The
Company’s offices are located at the residence of its president at no charge to
the Company.

During
January 2010, the Company borrowed $25,000 from a shareholder of the Company,
which loan is evidenced by a promissory note that is due on demand and bears
interest at the rate of 6% per annum.

During the year ended December 31, 2009,
a shareholder of the Company contributed $17,776 to the Company’s
capital.

Item
14. Principal Accountant Fees and Services

Pritchett,
Siler & Hardy, P.C. served as the Company’s independent accountants for the
fiscal years ended December 31, 2009 and 2008.

14

During
the fiscal years ended December 31, 2009 and 2008, fees for services
provided by Pritchett, Siler & Hardy, P.C. were as follows:

Year
Ended

December
31,

2009

2008

Audit
Fees

$

8,320

$

8,431

Audit-Related
Fees

0

0

Tax
Fees

300

300

All
Other Fees

0

0

Total

$

8,620

$

8,731

“Audit
Fees” consisted of fees billed for services rendered for the audit of the
Company’s annual financial statements, review of financial statements included
in the Company’s quarterly reports on Form 10-Q, and other services
normally provided in connection with statutory and regulatory
filings. “Audit-Related Fees” consisted of fees billed for due
diligence procedures in connection with acquisitions and divestitures and
consultation regarding financial accounting and reporting
matters. “Tax Fees” consisted of fees billed for tax payment planning
and tax preparation services. “All Other Fees” consisted of fees
billed for services in connection with legal matters and technical accounting
research.

The
Company’s Board of Directors functions as its audit committee. It is the policy
of the Company for all work performed by our principal accountant to be approved
in advance by the Board of Directors. All of the services
described above in this Item 14 were approved in advance by our Board of
Directors.

*Incorporated
by reference to Exhibits 3(i) and 3(ii) of the Company’ 2003 Form 10-KSB report,
filed March 30, 2004.

[Signatures
Appear on Following Page]

15

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Bioethics,
Ltd.

(Registrant)

Date: March
29, 2010

By
/s/ Jed Beck

Jed
Beck

President,
Chief Executive Officer and

Chief
Financial Officer

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

Date: March
29, 2010

By
/s/ Jed Beck

Jed
Beck

President,
Chief Executive Officer, Chief Financial

Officer
and Director

(Principal
Executive and Accounting Officer)

16

BIOETHICS,
LTD.

[A Development Stage
Company]

FINANCIAL
STATEMENTS

DECEMBER
31, 2009

- F-1 -

BIOETHICS,
LTD.

[A
Development Stage Company]

CONTENTS

PAGE

—

Report
of Independent Registered Public Accounting Firm

3

Balance
Sheets, December 31, 2009 and 2008

4

—

Statements
of Operations, for the years ended December 31, 2009 and 2008 and from

inception
on July 26, 1990 through December 31, 2009

5

—

Statement
of Stockholders' Equity (Deficit), from inception on

July
26, 1990 through December 31, 2009

6
-7

—

Statements
of Cash Flows, for the years ended December 31, 2009 and
2008

and
from inception on July 26, 1990 and from inception on July 26,
1990

8

—

Notes
to Financial Statements

9 –
13

- F-2 -

REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of
Directors

Bioethics,
Ltd.

American
Fork, Utah

We have
audited the accompanying balance sheets of Bioethics, Ltd. [a development stage company]
as of December 31, 2009 and 2008 and the related statements of operations,
stockholders' equity (deficit) and cash flows for each of the years in the
two-year period ended December 31, 2009 and for the period from inception on
July 26, 1990 through December 31, 2009. Bioethics, Ltd.’s management is
responsible for these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Bioethics, Ltd. as of December 31,
2009 and 2008 and the results of its operations and its cash flows for each of
the years in the two-year period ended December 31, 2009 and for the period from
inception on July 26, 1990 through December 31, 2009, in conformity with
accounting principles generally accepted in the United States of
America.

The
accompanying financial statements have been prepared assuming Bioethics, Ltd.
will continue as a going concern. As discussed in Note 6 to the financial
statements, Bioethics, Ltd. has incurred losses since its inception and has not
yet established profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. Management’s plans in regards to these matters are also
described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.

/s/
PRITCHETT, SILER & HARDY, P.C.

PRITCHETT,
SILER & HARDY, P.C.

Salt Lake
City, Utah

March 29,
2010

- F-3 -

BIOETHICS,
LTD.

[A
Development Stage Company]

BALANCE
SHEETS

December
31,

December
31,

2009

2008

CURRENT
ASSETS

Cash

$

3,257

$

1,818

Total
Current Assets

3,257

1,818

$

3,257

$

1,818

CURRENT
LIABILITIES

Accounts
payable

$

8,424

$

2,820

Total
Current Liabilities

8,424

2,820

STOCKHOLDERS’
EQUITY (DEFICIT):

Common
stock; $.001 par value, 25,000,000
shares authorized,

11,000,000
shares issued and

outstanding

11,000

11,000

Capital
in excess of par value

92,776

75,000

Deficit
accumulated during the development stage

(108,943)

(87,002)

Total
Stockholders’ Equity (Deficit)

(5,176)

(1,002)

$

3,257

$

1,818

The
accompanying notes are an integral part of these financial
statements.

- F-4 -

BIOETHICS,
LTD.

[A
Development Stage Company]

STATEMENTS
OF OPERATIONS

For
the

From
Inception

Year
Ended

On
July 26, 1990

December
31,

Through
Dec. 31

2009

2008

2009

REVENUE

$

-

$

-

$

-

EXPENSES:

General
and administrative

21,941

11,823

108,943

LOSS
BEFORE INCOME TAXES

(21,941)

(11,823)

(108,943)

CURRENT
TAX EXPENSE

-

-

-

DEFERRED
TAX EXPENSE

-

-

-

NET
LOSS

$

(21,941)

$

(11,823)

$

(108,943)

LOSS
PER COMMON SHARE

$

(0.00)

$

(0.00)

The
accompanying notes are an integral part of these financial
statements.

- F-5 -

BIOETHICS,
LTD.

[A Development Stage
Company]

STATEMENT
OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM
THE DATE OF INCEPTION ON JULY 26, 1990

THROUGH
DECEMBER 31, 2009

Deficit

Accumulated

Capital
in

During
the

Common
Stock

Excess
of

Development

Shares

Amount

Par
Value

Stage

BALANCE,
July 26, 1990

-

$

-

$

-

$

-

Issuance
of 1,000,000 shares of common stock

for
cash at $.001 per share, July 1990

1,000,000

1,000

-

-

Net
loss for the period ended December 31, 1990

-

-

-

(1,000)

BALANCE, December 31,
1990

1,000,000

1,000

-

(1,000)

Net
loss for the year ended December 31, 1991

-

-

-

-

BALANCE, December 31,
1991

1,000,000

1,000

-

(1,000)

Net
loss for the year ended December 31, 1992

-

-

-

-

BALANCE, December 31,
1992

1,000,000

1,000

-

(1,000)

Net
loss for the year ended December 31, 1993

-

-

-

-

BALANCE, December 31,
1993

1,000,000

1,000

-

(1,000)

Net
loss for the year ended December 31, 1994

-

-

-

-

BALANCE, December 31,
1994

1,000,000

1,000

-

(1,000)

Net
loss for the year ended December 31, 1995

-

-

-

-

BALANCE, December 31,
1995

1,000,000

1,000

-

(1,000)

Net
loss for the year ended December 31, 1996

-

-

-

-

BALANCE, December 31,
1996

1,000,000

1,000

-

(1,000)

Net
loss for the year ended December 31, 1997

-

-

-

-

BALANCE, December 31,
1997

1,000,000

1,000

-

(1,000)

Issuance
of 10,000,000 shares of common stock

for
cash at $.004 per share, May 1998

10,000,000

10,000

30,000

-

Net
loss for the year ended December 31, 1998

-

-

-

(5,335)

BALANCE, December 31,
1998

11,000,000

11,000

30,000

(6,335)

Net
loss for the year ended December 31, 1999

-

-

-

(5,531)

BALANCE, December 31,
1999

11,000,000

11,000

30,000

(11,866)

Net
loss for the year ended December 31, 2000

-

-

-

(6,266)

[Continued]

- F-6 -

BIOETHICS,
LTD.

[A Development Stage
Company]

STATEMENT
OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM
THE DATE OF INCEPTION ON JULY 26, 1990

THROUGH
DECEMBER 31, 2009

[Continued]

Deficit

Accumulated

Capital
in

During
the

Common
Stock

Excess
of

Development

Shares

Amount

Par
Value

Stage

BALANCE,
December 31, 2000

11,000,000

11,000

30,000

(18,132)

Net
loss for the year ended December 31, 2001

-

-

-

(6,758)

BALANCE,
December 31, 2001

11,000,000

11,000

30,000

(24,890)

Net
loss for the year ended December 31, 2002

-

-

-

(5,081)

BALANCE,
December 31, 2002

11,000,000

11,000

30,000

(29,971)

Net
loss for the year ended December 31, 2003

-

-

-

(5,893)

BALANCE,
December 31, 2003

11,000,000

11,000

30,000

(35,864)

Net
loss for the year ended December 31, 2004

-

-

-

(5,858)

BALANCE,
December 31, 2004

11,000,000

11,000

30,000

(41,722)

Capital
contribution by shareholder

-

-

20,000

-

Net
loss for the year ended December 31, 2005

-

-

-

(6,795)

BALANCE,
December 31, 2005

11,000,000

11,000

50,000

(48,517)

Capital
contribution by shareholder

-

-

10,000

-

Net
loss for the year ended December 31, 2006

-

-

-

(15,641)

BALANCE,
December 31, 2006

11,000,000

11,000

60,000

(64,158)

Capital
contribution by shareholder

-

-

15,000

-

Net
loss for the year ended December 31, 2007

-

-

-

(11,021)

BALANCE,
December 31, 2007

11,000,000

11,000

75,000

(75,179)

Net
loss for the year ended December 31, 2008

-

-

-

(11,823)

BALANCE,
December 31, 2008

11,000,000

11,000

75,000

(87,002)

Capital
contribution by shareholder

-

-

17,776

-

Net
loss for the year ended December 31, 2009

-

-

-

(21,941)

BALANCE,
December 31, 2009

11,000,000

$

11,000

$

92,776

$

(108,943)

The
accompanying notes are an integral part of these financial
statements.

- F-7 -

BIOETHICS,
LTD.

[A
Development Stage Company]

STATEMENTS
OF CASH FLOWS

From
Inception

on
July 26

For
the Year Ended

1990
Through

December
31,

December
31,

2009

2008

2009

Cash
Flows from Operating Activities:

Net
loss

$

(21,941)

$

(11,823)

$

(108,943)

Adjustments
to reconcile net loss to net cash

used
by operating activities:

Changes
in assets and liabilities:

Increase
(decrease) in accounts payable

5,604

1,114

8,424

Net
Cash (Used) by Operating Activities

(16,337)

(10,709)

(100,519)

Cash
flows from Investing Activities:

-

-

-

Net
Cash Provided by Investing Activities

-

-

-

Cash
Flows from Financing Activities:

Capital
contribution

17,776

-

62,776

Proceeds
from common stock issuance

-

-

41,000

Net
Cash Provided by Financing Activities

17,776

-

103,776

Net
Increase (Decrease) in Cash

1,439

(10,709)

3,257

Cash
at Beginning of Period

1,818

12,527

-

Cash
at End of Period

$

3,257

$

1,818

$

3,257

Supplemental
Disclosures of Cash Flow Information:

Cash
paid during the period for:

Interest

$

-

$

-

$

-

Income
Taxes

$

-

$

-

$

-

Supplemental
schedule of Non-cash Investing and Financing Activities:

For
the year ended December 31, 2009:

None

For
the year ended December 31, 2008:

None

The
accompanying notes are an integral part of these financial
statements.

- F-8 -

BIOETHICS,
LTD.

[A Development Stage
Company]

NOTES
TO FINANCIAL STATEMENTS

NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Bioethics, Ltd.
(“the Company”) was organized under the laws of the State of Nevada on July 26,
1990. The Company has not commenced planned principal operations and
is considered a development stage company as defined in ASC Topic No. 915. The
Company was organized to provide a vehicle for participating in potentially
profitable business ventures which may become available through the personal
contacts of, and at the complete discretion of, the Company’s officers and
directors. The Company has, at the present time, not paid any
dividends and any dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.

Cash and Cash Equivalents -
The Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.

Income Taxes - The Company
accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for
Income Taxes” [See Note
3].

The
Company adopted the provisions of ASC Topic No. 740, “Accounting for Income
Taxes”, on January 1, 2007. As a result of the implementation of ASC Topic No.
740, the Company recognized approximately no increase in the liability for
unrecognized tax benefits.

The
Company has no tax positions at December 31, 2009 and 2008 for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility.

The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses. During the
years ended December 31, 2009 and 2008, the Company recognized no interest and
penalties. The Company had no accruals for interest and penalties at
December 31, 2009, and 2008.

Loss Per Share - The
computation of loss per share is based on the weighted average number of shares
outstanding during the period presented in accordance with ASC Topic No. 260,
“Earnings Per Share” [See Note 7].

Accounting Estimates - The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date of
the financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those
estimated.

- F-9 -

BIOETHICS,
LTD.

[A Development Stage
Company]

NOTES
TO FINANCIAL STATEMENTS

NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Enacted Accounting Standards
- In June 2009 the FASB established the Accounting Standards Codification
(“Codification” or “ASC”) as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in accordance with generally accepted
accounting principles in the United States (“GAAP”). Rules and
interpretive releases of the Securities and Exchange Commission (“SEC”) issued
under authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result
of the Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and
presented.

Accounting
Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU’s No. 2009-2 through ASU No. 2010-11 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the
Company or their effect on the financial statements would not have been
significant.

NOTE
2 - CAPITAL STOCK

Common Stock - In July 1990,
in connection with its organization, the Company issued 1,000,000 shares of its
previously authorized but unissued common stock. Total proceeds from
the sale of stock amounted to $1,000 (or $.001 per share).

In May
1998, the Company issued 10,000,000 shares of its previously authorized but
unissued common stock. Total proceeds from the sale of stock amounted
to $40,000 (or $.004 per share). The issuance of common stock
resulted in a change in control of the Company [See Note 5].

Capital Contribution - During
the year ended December 31, 2009, a shareholder of the Company contributed
$17,776 to the Company.

NOTE
3 - INCOME TAXES

The
Company accounts for income taxes in accordance with ASC Topic No. 740, “Income
Taxes.” This standard requires the Company to provide a net deferred
tax asset or liability equal to the expected future tax benefit or expense of
temporary reporting differences between book and tax accounting and any
available operating loss or tax credit carryforwards.

The
Company adopted the provisions of ASC Topic 740, Accounting for Uncertainty in
Income Taxes, on January 1, 2007. As result of the implementation of ASC Topic
740, the Company recognized approximately no increase in the liability for
unrecognized tax benefits.

- F-10 -

BIOETHICS,
LTD.

[A Development Stage
Company]

NOTES
TO FINANCIAL STATEMENTS

NOTE
3 - INCOME TAXES (CONTINUED)

The
Company has no tax provisions at December 31, 2009 and 2008, for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility.

The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses. During the periods ended
December 31, 2009 and 2008, the Company recognized no interest and penalties.
The Company had no accruals for interest and penalties at December 31, 2009 and
December 31, 2008.

Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss (NOL) and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.

Net
deferred tax assets (liabilities) consist of the following components as of
December 31, 2009 and 2008:

2009

2008

Deferred
tax assets:

NOL
Carryover

$

16,200

$

12,900

Valuation
allowance

(16,200)

(12,900)

Net
deferred tax asset

$

-

$

-

The
income tax provision differs from the amount of estimated income tax determined
by applying the U.S. federal income tax rate to pretax income from continuing
operations for the periods ended December 31, 2009 and 2008 due to the
following:

2009

2008

Book
Loss (15% statutory rate)

$

(3,300)

$

(1,800)

Valuation
allowance

3,300

1,800

Tax
at effective rate

$

-

$

-

- F-11 -

BIOETHICS,
LTD.

[A Development Stage
Company]

NOTES
TO FINANCIAL STATEMENTS

NOTE
3 - INCOME TAXES (CONTINUED)

At
December 31, 2009, the Company had net operating loss carryforwards of
approximately $107,700 that may be offset against future taxable income from the
year 2009 through 2029. No tax benefit has been reported in the
December 31, 2009 or 2008 financial statements since the potential tax benefit
is offset by a valuation allowance of the same amount.

Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carryforwards for Federal income tax reporting purposes are subject to
annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.

NOTE
4 - RELATED PARTY TRANSACTIONS

Management Compensation - For
the years ended December 2009 and 2008, the Company did not pay any compensation
to its officers and directors.

Office Space- The Company has not had a
need to rent office space. An officer/shareholder of the Company is
allowing the Company to use his home as a mailing address, as needed, at no
expense to the Company.

Capital Contribution- During the year ended
December 31, 2009, a shareholder of the Company contributed $17,776 to the
Company.

NOTE
5 - CHANGES IN CONTROL

In May
1998, the Company raised $40,000 through the sale of 10,000,000 shares of common
stock. The shares sold represented approximately ninety-one
percent (91%) of the outstanding shares of common stock of the Company resulting
in a change in control of the Company. The proceeds from the stock
sale have been used to pay for legal and accounting fees and for management to
search for possible business opportunities. The former officers and
directors of the Company resigned and an individual holding approximately 23% of
the outstanding common stock was appointed as the sole officer and director of
the Company.

During
2009 the sole officer and director resigned and a new sole officer and director
was appointed.

NOTE
6 - GOING CONCERN

The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However,
the Company has incurred losses since its inception and has no on-going
operations. These factors raise substantial doubt about the ability
of the Company to continue as a going concern. In this regard,
management is proposing to raise any necessary additional funds not provided by
operations through loans, additional sales of its common stock or through a
possible business combination. There is no assurance that the Company
will be successful in raising this additional capital or in achieving profitable
operations. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

- F-12 -

BIOETHICS,
LTD.

[A Development Stage
Company]

NOTES
TO FINANCIAL STATEMENTS

NOTE
7 - LOSS PER SHARE

The
following data show the amounts used in computing loss per share:

For
the

Years
Ended

December
31,

2009

2008

Loss
from continuing operations

applicable
to common

stockholders
(numerator)

$

(21,941)

$

(11,823)

Weighted
average number of

common
shares outstanding

used
in loss per share during

the
period (denominator)

11,000,000

11,000,000

Dilutive
loss per share was not presented, as the Company had no common equivalent shares
for all periods presented that would affect the computation of diluted loss per
share.

NOTE
8 – SUBSEQUENT EVENTS

In
January 2010, the Company signed a $25,000 note payable with an officer of the
Company. The note is due on demand and accrues interest at 6% per
annum.

The
Company has evaluated subsequent events from the balance sheet date through the
date the financial statements were issued and determined there are no additional
events to disclose.

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